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Rail
2015
We are delighted to present our experience in the rail sector.
We have drawn on the expertise of our Infrastructure and Project Finance Group to demonstrate
our ability to provide both local, and (if required) international expertise in each of the markets in
which we operate. We have more lawyers in Europe than any of our competitors, and a fastgrowing, dynamic international presence.
As a market leading group in the rail sector, CMS’s experience extends from the procurement
phase, through public works programmes, private sector finance and ongoing operational
advice to mergers and acquisitions. Our lawyers have been involved at the cutting edge of
developments in the sector:
— in primary markets, our award winning team has considerable experience advising all parties:
contracting authorities, sponsors, sub-contractors and lenders on both PPP projects and long
term concession contracts;
— in secondary markets, CMS boasts an extremely strong track record, together with
extensive experience of liaising with our colleagues across Europe on complex projects:
both cross-border transactions and portfolio deals.
We remain optimistic about the future of the infrastructure industry, both across Europe and
beyond. The scale of investment requirements is great, though of course the institutional,
financial and legal framework within different jurisdictions has a significant bearing on each local
market and investment climate.
Whatever the scale and wherever the location of your project, with 59 offices in 33 different
jurisdictions, CMS is ideally placed to provide commercially relevant legal advice.
CMS was established in 1999 and today comprises 800 partners and over 3,000 lawyers. CMS is
headquartered in Frankfurt, Germany.
2 | Rail
Investment structure
- Nature of project vehicle
- Corporate governance
and deadlock
- Pre-emption rights
Project regulation
- Procurement rules
and procedures
- Real estate and title
due diligence
- Planning
- Environment
Exit strategy
- Secondary markets
transactions
- Due diligence and
transaction structuring
- Share and asset sales
Using our experience
to resolve your issues
Funding projects
- Identifying the right
funding solution
- Inter-creditor
arrangements
- Credit support
Disputes
- Dispute resolution
- Mediation and
settlement
- Arbitration and
litigation
Operational issues
- Payment mechanism
and performance regime
- Lifecycle and major
maintenance
- Benchmarking and
market testing
- Termination and
compensation
Construction issues
- Design and
defects liability
- Delay and liquidated
damages
- Termination and
compensation
- Performance security
3
Rail
Austria
Brenner Basistunnel SE
Advising on several public procurement proceedings
connected with one of the largest European
infrastructure projects to date, the 55km railway
tunnel connecting Austria and Italy, currently valued
at €7+ billion.
Thalys
Advising Thalys (the consortium of public national
railroad operators running the Paris-AmsterdamCologne-Brussels high-speed railroad line) in connection
with the restructuring of its shareholding and its
external refinancing.
Semmering Basistunnel
Advising on issues in respect of one of Austria’s largest
railway tunnel projects, the €2.8 billion Semmering Basis
Tunnel, including in relation to procurement law,
construction contracts, expropriation, environmental law
and waste disposal.
Canada
Belgium
Federale Investeringsmaatschappij (FIM)
Advising on the implementation and financing of the
Brussels regional express railway (RER) project.
Infrabel
Advising Infrabel, the Belgian railway network operator,
on the reorganisation of the financing of the
development and maintenance of its network.
4 | Rail
RAV, Canada
Advising the lenders on the C$1.8 billion RAV
(Richmond Airport – Vancouver) rapid rail transit
project in British Columbia, Canada. The project
comprises the construction and operation of a new rail
link connecting the airport, downtown Vancouver and
the city of Richmond and includes both rolling stock
procurement and operation and maintenance. The lead
arrangers (Société Generale, Bank of Ireland and Nord
LB) underwrote $600 million towards the overall project
cost.
France
Sud Europe Atlantique high speed rail link project
between Tours and Bordeaux
Advising a construction company in submitting a bid for
the €7 billion Sud Europe Atlantique high speed rail link
project between Tours and Bordeaux.
TGV SEA/Consortium of bidders
Advising a consortium on a bid for the planning,
construction, financing and operation of a new TGV
railway line in France.
Germany
HSH Nordbank AG, KfW, DVB Bank, Credit Suisse,
European Investment Bank
Advising on the finance of rolling stock.
HSH Nordbank and leasing company
Advising on leasing and refinancing arrangements
relating to railcars and locomotives by Nord-OstseeBahn (Connex) and providing related advice, including
on the concession agreement.
Railway facilities financing
Advising a German banking consortium in connection
with the financing of railway facilities.
Railway Terminal Frankfurt/Oder
Advising PCC Intermodal in relation to its bid for
the concession to operate the railway terminal in
Frankfurt / Oder.
Rolling stock
Advising an international consortium of banks in
connection with a rolling stock transaction (including
EIB facilities).
Technical centre Heiterblick
Advising on a feasibility study (Project Phase 1) and
assisting the awarding authority from the bid phase
through the construction phase of a light railway
maintenance centre (Project Phase 2), a pilot project of
the federal government’s task force PPP, worth
approximately €80 million.
Stuttgarter Straßenbahnen AG
Advising on the tender/award procedure for the
construction of a new tram tunnel in connection with
the “Stuttgart21 project” for a new railway hub.
Hungary
KFW Bankengruppe
Advising on legal aspects of financing for the purchase
of 10 trains.
MKB Bank and KFW Bankengruppe
Advising in relation to a syndicated loan to MÁV Rt
(Hungarian Railway Company) for the purchase of
30 trains.
India
Ministry of Railways, Government of India
Advising the Ministry of Railways in connection with the
proposed redevelopment of New Delhi Railway Station
on a PPP basis and providing further advice on the
regeneration of a large area of adjoining railway land.
The Indian Government intends to spend c. US$25
billion on upgrading India’s rail network using PPPs. The
redevelopment of New Delhi Railway Station was a
flagship scheme for the Ministry.
Malawi
Nacala Corridor Rail Project
Advising the contractor in relation to funding and other
aspects of this rail project in Malawi.
The Netherlands
High Speed Link
Advising the Dutch government on the private sector
development of a high speed rail link between the
Dutch/Belgian border and Schiphol. Also advising on
and drafting the 30-year performance-based
implementation agreement for the provision of
infrastructure and other project documents.
Poland
City of Warsaw
Advising on investment options, including a possible PPP
scheme, for the construction and operation of another
line on the Warsaw Underground.
Russia
375 km railroad PPP
Advising MMC Norilsk Nickel on a railroad project to
access mineral deposits in the Chita Region and advising
on co-investment arrangements with the Russian State
Investment Fund. The estimated value of investments is
over US$6 billion.
Slovakia
Procurement of rolling stock for public
passenger operator
Advising the national railway passenger transport
operator, Železničná spoločnosť Slovensko, in relation to
an approximately €90 million tender for electric
double-decker trains.
5
United Kingdom
Primary
Ashford and Ramsgate Maintenance Depots
Advising Lloyds TSB on financing arrangements for the
construction of maintenance depots for the South
Eastern fleet.
Eurostar financing
Advising the DfT in relation to the financing and leasing
of the Eurostar train sets for Eurostar (U.K.) Limited and
on leases of Eurostar train sets to GNER and SNCF.
Barton Rail Maintenance Depot
Advising Royal Bank Leasing in relation to the funding
aspects for a new maintenance depot for the Virgin
Cross-Country fleet.
Eurotunnel
Advising the DfT and HM Treasury on the successful
Eurotunnel restructuring.
Beacon Rail
Advising on the acquisition of a fleet of locomotives
from Ansaldo Breda S.p.a.
Central Railway
Advising on the possible construction of a new freight
railway from the Midlands to the Channel Tunnel.
Chester Rail Maintenance Depot
Advising Angel Trains Limited in relation to
its involvement with the redevelopment of a
heavy maintenance depot at Chester, and related
arrangements with the train operating company
and manufacturer of new rolling stock to be
maintained there.
Chiltern Railways
—— Advising M40 Trains Limited on their successful
bid for the Chiltern Railway Company Limited
franchise, as part of the privatisation of the railway
industry in the UK (advised on a total of 11 bids for
passenger franchises).
—— Advising M40 Trains Limited / Chiltern Railway
Company Limited on their successful bid for the
renewal and extension of the Chiltern Rail Franchise.
Crossrail
Advising the UK Department of Transport Review Group
on the Crossrail project.
Eurostar: DfT
Advising the Department for Transport (DfT) on the
restructuring of the Eurostar high-speed passenger train
service by way of transfer of the French and Belgian
Eurostar operations to Eurostar International Limited and
the negotiation of the shareholders arrangements
between London & Continental Railways Limited (a
wholly-owned subsidiary of the DfT), SNCF and SNCB.
Eurostar: JV
Advising Eurostar on its joint venture with Nederlandse
Spoorwegen to develop high speed train services
between Brussels and Amsterdam.
High Speed 1 Channel Tunnel Rail Link
Advising the Department of Transport on the CTRL/High
Speed 1 project, including the original competition and
development agreement for a high-speed rail link from
the Channel Tunnel to the new terminal at St. Pancras
using a PPP structure, land issues connected with the
2012 Olympics, the impact of the 2005 Track Access
Regulations, the sub-leasing of rolling stock and the sale
of the High Speed 1 concession for £2.1 billion (which
completed in November 2010).
Lombard North Central plc
Advising on the operating lease of rolling stock for the
London Underground Limited.
London Underground Limited
Advising in relation to a range of matters including
the upgrade of the Victoria line and the resignalling
contract for the sub-surface lines awarded to
Bombardier in June 2011.
London Underground PPP
—— Advising the Metronet consortium (comprising
Balfour Beatty, Bombardier, WS Atkins, Seeboard
and Thames Water) on all aspects of its successful
bids and financial close for two of the three tenders
as part of the US$20 billion London Underground
PPP. Advised on drafting and negotiating long term
contracts in relation to the rolling stock and
signalling elements of the Bakerloo, Central and
Victoria Lines and Sub-Surface Lines, including
contracts for the supply of new rolling stock and
integrated signalling systems, and for the
refurbishment, and maintenance of parts of the
existing tube train fleet, all in the context of an
operating metro network carrying over 3 million
passengers per day.
—— Negotiating other long-term contracts for track and
station construction work and civil engineering.
—— Advising on restructuring of all these various
packages, including train supply, depot and
maintenance arrangements, in connection with the
completion of the PPP Administration process.
Nottingham Tramlink
6 | Rail
Advising the Tramlink consortium (Alstom, Vinci, Keolis,
Meridam, Ofi-Infravia and Wellglade) in its bid for the
£600 million Nottingham Express Phase 2 PPP Project
in the U.K., involving the termination of the incumbent
PPP Contractor, the operation of the existing tram
network and the design, build, finance, operation
and maintenance of two new connecting tram lines.
Advised the consortium on the concession agreement,
O&M and D&C sub-contracts, tram maintenance
sub-contract and complex interface arrangements
between sub-contractors.
Powerlink
—— Advising the lenders to the Powerlink consortium,
which is responsible for all London Underground’s
power distribution and emergency back-up supplies.
—— Advising both the European Investment Bank and
commercial lenders on all aspects of the transaction
relating to the upgrade and maintenance/renewal of
the electricity supply systems for the London
Underground, including due diligence, project
documentation and finance and inter-creditor issues.
Subsequently advised on the variations and related
additional financing, and on the unwinding of the
financing arrangements in connection with the
voluntary termination of the project on its 15th
anniversary of close.
Project Evergreen 2
Advising Sumitomo Mitsui Banking Corporation as the
lead arrangers in relation to the first limited recourse
financing used to fund major enhancements to the rail
network. The transaction involved financing
infrastructure upgrades to the Chiltern Railways
London-Birmingham line on a DBFT (design, build,
finance, transfer) basis. This was the first time a DBFT
structure had been used to fund major infrastructure
work in the rail industry in the UK.
Rolling Stock Leasing
Advising Angel Trains Limited, on the leasing of new
rolling stock for use by First North Western and First
Great Western, including drafting and negotiating the
operating leases, negotiating the maintenance
arrangements (with the rolling stock manufacturer and
train operating company) and advising on changes to
the rolling stock procurement contract and residual
value structures.
Advising DfT in connection with the development of a
new maintenance depot for the Channel Tunnel Rail
Link services.
Trans Pennine depots
Advising Siemens Transportation on regulatory and
property aspects of the re-development of maintenance
depots for the new Trans Pennine Express fleet.
Transport Scotland
—— Advising on the Borders Railway PFI proposal for the
construction and operation of a new rail link, and
the transfer of responsibilities for the project to
Network Rail.
—— Advising on the Glasgow Airport Rail Link project.
—— Advising on the Gogan Intermodal Station project
near Edinburgh.
—— Advising on the procurement of rolling stock and a
depot in connection with the Edinburgh/Glasgow
Improvement Programme.
White City Redevelopment
Advising a Chelsfield plc subsidiary on the White City
project, which is centred on the construction of a new
Central Line rail depot for London Underground Limited,
the construction of a new station on the West London
Line and the refurbishment and redevelopment of White
City and Shepherd’s Bush underground stations.
Secondary
Fasttrax
Advising the infrastructure investors on the acquisition
of an interest in the Fasttrax PFI project.
InterCity Express Programme
Advising MetLife on its investment in the IEP Programme
(the public private partnership to replace the Great
Western Mainline high speed train fleet) through its
acquisition of a stake in the project from John Laing.
Tube Lines
Advising on the acquisition by Transport for London of
Amey and Bechtel’s interests in Tube Lines, the business
responsible for the upgrades and maintenance on the
Jubilee, Northern and Piccadilly lines for an enterprise
value of £2.1 billion, and following signing on the
satisfaction of the various conditions to completion
relating to the finalising of certain contracts, state aid
and lenders’ consents/debt restructuring.
Strathclyde Partnership for Transport
Advising in relation to the procurement and
maintenance of rolling stock and on an integrated
signalling and control system for the Glasgow Subway
Modernisation Programme.
Temple Mills rail maintenance depot
7
Amsterdam
London Utrecht
Antwerp
Bristol
Hamburg
Berlin
Leipzig
Duesseldorf
Warsaw
Cologne
Brussels
Prague
Frankfurt
Luxembourg
Vienna
Stuttgart
Paris
Bratislava
Munich
Strasbourg
Budapest
Zurich
Aberdeen
Geneva
Ljubljana
Zagreb
Lyon
Edinburgh
Milan
Belgrade
Glasgow
Sarajevo
Mexico City
Sofia
Hamburg
Podgorica
Rome
Amsterdam
Barcelona
Berlin
Tirana
Warsaw
London Utrecht
Leipzig
Duesseldorf
Madrid
Bristol
Antwerp
Cologne
Lisbon
Brussels
Prague
Frankfurt
Luxembourg
Seville
Vienna
Stuttgart
Paris
Algiers
Bratislava
Munich
Strasbourg
Budapest
Zurich
Geneva
Dubai Casablanca
Ljubljana
Zagreb
Lyon
Milan
Muscat
Belgrade
Sarajevo
Barcelona
Madrid
Rio de Janeiro
Rome
Sofia
Podgorica
Tirana
Kyiv
Beijing
Moscow
Bucharest
Istanbul
Kyiv
Shanghai
Bucharest
Istanbul
Dubai
Lisbon
Muscat
Seville
Algiers
Casablanca
Dubai
Muscat
Rio de Janeiro
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